Exhibit 10.33

                            NOTE PURCHASE AGREEMENT

      This NOTE PURCHASE AGREEMENT (this "Agreement"),  dated as of February 13,
2004, is entered into by and among PETCARE TELEVISION  NETWORK,  INC., a Florida
corporation  (the  "Company"),  and the  purchaser  listed on Exhibit A attached
hereto (the "Purchaser"), for the issuance and sale to the Purchaser of the Note
(as defined below) of the Company, in the manner, and upon the terms, provisions
and conditions set forth in this Agreement.

      WHEREAS,  the  parties  desire  that,  upon the terms and  subject  to the
conditions  contained herein,  the Company shall issue and sell to the Purchaser
and the Purchaser shall purchase the Note;

      WHEREAS,  such  issuance  and  sale  will  be made in  reliance  upon  the
provisions of Section 4(2) and/or Rule 506 of Regulation D  ("Regulation  D") of
the  United  States  Securities  Act  of  1933,  as  amended,   and  regulations
promulgated thereunder (the "Securities Act"), or upon such other exemption from
the  registration  requirements  of the  Securities Act as may be available with
respect to the purchase of the Note to be made hereunder.

      NOW, THEREFORE,  in consideration of the  representations,  warranties and
agreements  contained  herein and other  good and  valuable  consideration,  the
receipt and legal adequacy of which is hereby  acknowledged by the parties,  the
Company and the Purchaser hereby agree as follows:

      1. PURCHASE AND SALE OF NOTE.

            (a) Upon the following terms and subject to the conditions contained
herein,  the Company  shall issue and sell to the  Purchaser,  and the Purchaser
shall purchase from the Company, a subordinated  convertible  promissory note in
the  aggregate  principal  amount  of  $1,000,000  (the  "Purchase  Price"),  in
substantially  the  form  attached  hereto  as  Exhibit  B  (the  "Note").   The
outstanding  principal  amount of the Note plus any accrued but unpaid  interest
thereon shall be due and payable in cash on the Maturity Date (as defined in the
Note); provided, however, the Purchaser shall have the sole option to convert at
any time while the Note is outstanding the outstanding  principal  amount of the
Note plus any  accrued but unpaid  interest  into (i) equity  securities  of the
Company issued  pursuant to the  Transaction  (as defined  below),  or (ii) such
number of shares of common stock of the Company, par value $.0005 per share (the
"Common Stock"),  at a conversion price of $.375 per share. For purposes hereof,
the  "Transaction"  shall mean the  consummation  of a private  placement of the
Company's equity securities  generating at least $1,000,000 in gross proceeds to
the Company  (not  including  any  expenses  or fees  required to be paid by the
Company in connection with the Transaction).

            (b)  In   consideration   of  and  in  express   reliance  upon  the
representations,  warranties, covenants, terms and conditions of this Agreement,
the Company  agrees to issue and sell to the Purchaser and the Purchaser  agrees
to purchase the Note.  The closing under this Agreement  (the  "Closing")  shall
take place at the offices of Jenkens & Gilchrist Parker Chapin

<PAGE>

LLP, The Chrysler Building,  405 Lexington Avenue, New York, New York 10174 upon
the  satisfaction of each of the conditions set forth in Sections 4 and 5 hereof
(the "Closing Date").

            (c) The  Company  has  authorized  and  reserved  and  covenants  to
continue to reserve,  free of preemptive  rights and other  similar  contractual
rights of  stockholders,  a number of authorized  but unissued  shares of Common
Stock to effect the  conversion of the Note. Any shares of Common Stock issuable
by the  Company  upon  conversion  of the Note  are  herein  referred  to as the
"Conversion   Shares".   The  Note  and  the  Conversion  Shares  are  sometimes
collectively referred to herein as the "Securities".

      2.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  THE  PURCHASER.  The
Purchaser  hereby makes the  following  representations  and  warranties  to the
Company, and covenants for the benefit of the Company:

            (a) If the Purchaser is an entity,  the Purchaser is a  corporation,
limited liability company or partnership duly incorporated or organized, validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation or organization.

            (b) This Agreement has been duly  authorized,  validly  executed and
delivered by the Purchaser and is a valid and binding  agreement and  obligation
of the Purchaser enforceable against the Purchaser in accordance with its terms,
subject to limitations  on  enforcement  by general  principles of equity and by
bankruptcy  or  other  laws  affecting  the  enforcement  of  creditors'  rights
generally, and the Purchaser has full power and authority to execute and deliver
this Agreement and the other agreements and documents contemplated hereby and to
perform its obligations hereunder and thereunder.

            (c) The  Purchaser  understands  that no  Federal,  state,  local or
foreign  governmental  body or  regulatory  authority  has made any  finding  or
determination relating to the fairness of an investment in any of the Securities
and that no Federal,  state,  local or foreign  governmental  body or regulatory
authority  has  recommended  or  endorsed,  or will  recommend  or endorse,  any
investment in any of the  Securities.  The Purchaser,  in making the decision to
purchase the Securities,  has relied upon independent  investigation  made by it
and has not relied on any information or representations made by third parties.

            (d) The Purchaser  understands that the Securities are being offered
and  sold  to it in  reliance  on  specific  provisions  of  Federal  and  state
securities  laws and that the Company is relying  upon the truth and accuracy of
the representations,  warranties, agreements, acknowledgments and understandings
of the Purchaser set forth herein for purposes of qualifying for exemptions from
registration under the Securities Act, and applicable state securities laws.

            (e) The Purchaser is an "accredited  investor" as defined under Rule
501 of Regulation D promulgated under the Securities Act.

            (f) The  Purchaser is and will be acquiring the  Securities  for its
own account,  and not with a view to any resale or  distribution  of the Note in
whole  or in  part,  in  violation  of the  Securities  Act  or  any  applicable
securities laws.

                                      -2-
<PAGE>

            (g) The offer and sale of the  Securities  is  intended to be exempt
from  registration  under the  Securities  Act, by virtue of Section 4(2) and/or
Rule 506 of Regulation D  promulgated  under the  Securities  Act. The Purchaser
understands that the Securities purchased hereunder have not been, and may never
be,  registered  under the Securities Act and that none of the Securities can be
sold or transferred  unless they are first  registered  under the Securities Act
and such state and other  securities laws as may be applicable or in the opinion
of counsel for the Company an exemption from  registration  under the Securities
Act is available (and then the  Securities  may be sold or  transferred  only in
compliance  with such  exemption and all applicable  state and other  securities
laws).

      3.  REPRESENTATIONS,  WARRANTIES AND COVENANTS OF THE COMPANY. The Company
represents and warrants to the  Purchaser,  and covenants for the benefit of the
Purchaser, as follows:

            (a) The Company has been duly  incorporated  and is validly existing
and in good standing under the laws of the State of Florida, with full corporate
power and authority to own,  lease and operate its properties and to conduct its
business as currently conducted, and is duly registered and qualified to conduct
its business  and is in good  standing in each  jurisdiction  or place where the
nature  of  its  properties  or  the  conduct  of  its  business  requires  such
registration or  qualification,  except where the failure to register or qualify
would not have a  Material  Adverse  Effect.  For  purposes  of this  Agreement,
"Material  Adverse  Effect"  shall mean any effect on the  business,  results of
operations,  prospects,  assets or  financial  condition  of the Company that is
material and adverse to the Company and its subsidiaries  and affiliates  and/or
any  condition,  circumstance,  or  situation  that would  prohibit or otherwise
materially  interfere  with the ability of the Company  from  entering  into and
performing  any of its  obligations  under  this  Agreement  or the  Note in any
material respect.

            (b) The Note has been duly  authorized  by all  necessary  corporate
action and,  when paid for or issued in accordance  with the terms  hereof,  the
Note  shall be  validly  issued  and  outstanding,  free and clear of all liens,
encumbrances  and rights of refusal of any kind. When the Conversion  Shares are
issued and paid for in  accordance  with the terms of this  Agreement and as set
forth  in the  Note,  such  shares  will be  duly  authorized  by all  necessary
corporate   action  and  validly   issued  and   outstanding,   fully  paid  and
nonassessable,  free and clear of all liens,  encumbrances and rights of refusal
of any kind and the holders shall be entitled to all rights accorded to a holder
of Common Stock.

            (c) The Note and this Agreement (the  "Transaction  Documents") have
been duly  authorized,  validly  executed and delivered on behalf of the Company
and is a valid and binding  agreement and obligation of the Company  enforceable
against the Company in  accordance  with its terms,  subject to  limitations  on
enforcement  by general  principles  of equity and by  bankruptcy  or other laws
affecting the enforcement of creditors'  rights  generally,  and the Company has
full power and  authority to execute and deliver the  Transaction  Documents and
the other  agreements  and  documents  contemplated  hereby and to  perform  its
obligations hereunder and thereunder.

            (d) The execution and delivery of the Transaction  Documents and the
consummation of the transactions  contemplated by this Agreement by the Company,
will not (i)

                                      -3-
<PAGE>

conflict  with or result  in a breach of or a default  under any of the terms or
provisions of, (A) the Company's certificate of incorporation or by-laws, or (B)
of any material  provision of any  indenture,  mortgage,  deed of trust or other
material  agreement or instrument to which the Company is a party or by which it
or any of its material properties or assets is bound, (ii) result in a violation
of any material provision of any law, statute, rule, regulation, or any existing
applicable decree,  judgment or order by any court,  Federal or state regulatory
body, administrative agency, or other governmental body having jurisdiction over
the Company,  or any of its material properties or assets or (iii) result in the
creation or  imposition of any material  lien,  charge or  encumbrance  upon any
material  property or assets of the Company or any of its subsidiaries  pursuant
to the terms of any  agreement or  instrument to which any of them is a party or
by which  any of them may be bound or to which any of their  property  or any of
them is  subject  except  in the case of  clauses  (i)(B)  or (iii) for any such
conflicts,  breaches,  or defaults or any liens,  charges, or encumbrances which
would not have a Material Adverse Effect.

            (e) The sale and issuance of the  Securities in accordance  with the
terms of and in reliance on the accuracy of the Purchaser's  representations and
warranties  set forth in this  Agreement  will be exempt  from the  registration
requirements of the Securities Act.

            (f)  No  consent,  approval  or  authorization  of  or  designation,
declaration or filing with any governmental authority on the part of the Company
is  required  in  connection  with the  valid  execution  and  delivery  of this
Agreement or the offer,  sale or issuance of the Securities or the  consummation
of any other transaction contemplated by this Agreement.

            (g) There is no action,  suit,  claim,  investigation  or proceeding
pending or, to the  knowledge  of the  Company,  threatened  against the Company
which  questions the validity of the Transaction  Documents or the  transactions
contemplated thereby or any action taken or to be taken pursuant thereto.  There
is no action,  suit,  claim,  investigation  or  proceeding  pending  or, to the
knowledge of the Company,  threatened,  against or involving  the Company or any
subsidiary,  or any of their respective properties or assets which, if adversely
determined, is reasonably likely to result in a Material Adverse Effect.

            (h) The Company  has  complied  and will comply with all  applicable
federal and state  securities  laws in connection  with the offer,  issuance and
sale of the Note hereunder. Neither the Company nor anyone acting on its behalf,
directly or indirectly, has or will sell, offer to sell or solicit offers to buy
the Note, or similar securities to, or solicit offers with respect thereto from,
or enter into any preliminary  conversations  or negotiations  relating  thereto
with,  any  person,  or has  taken or will  take any  action  so as to bring the
issuance  and  sale  of  the  Note  under  the  registration  provisions  of the
Securities  Act and any other  applicable  federal  and state  securities  laws.
Neither the Company nor any of its  affiliates,  nor any person acting on its or
their  behalf,  has  engaged  in any form of  general  solicitation  or  general
advertising  (within the meaning of  Regulation D under the  Securities  Act) in
connection with the Note.

            (i)  To  the  Company's  knowledge,   neither  this  Agreement,  the
Transaction  Documents  nor the Schedules  hereto or thereto  contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made herein or therein, in the light of the circumstances
under which they were made herein or therein, not misleading.

                                      -4-
<PAGE>

            (j) The  authorized  capital  stock of the  Company  and the  shares
thereof issued and  outstanding as of February 4, 2004 are set forth on Schedule
3(j) attached  hereto.  All of the  outstanding  shares of the Common Stock have
been duly and validly authorized, and are fully paid and non-assessable.  Except
as set forth in this  Agreement or on Schedule 3(j) attached  hereto,  as of the
date hereof, no shares of the Common Stock are entitled to preemptive rights and
there are no registration rights or outstanding options, warrants, scrip, rights
to subscribe to, call or commitments of any character whatsoever relating to, or
securities  or rights  convertible  into,  any  shares of  capital  stock of the
Company.  As of the date  hereof,  the  Company is not a party to any  agreement
granting  registration rights to any person with respect to any of its equity or
debt securities.  The Company is not a party to, and its executive officers have
no knowledge of, any agreement  restricting the voting or transfer of any shares
of the capital  stock of the Company.  The offer and sale of all capital  stock,
convertible securities, rights, warrants, or options of the Company issued prior
to the Closing  complied with all applicable  federal and state securities laws,
or no  stockholder  has a right of  rescission  or damages with respect  thereto
which is reasonably  likely to have a Material  Adverse Effect.  The Company has
furnished or made  available  to the  Purchaser  true and correct  copies of the
Company's  Certificate  of  Incorporation  as in effect on the date  hereof (the
"Certificate"),  and the  Company's  Bylaws as in effect on the date hereof (the
"Bylaws").

            (k) So long as the Note remains outstanding,  the Company shall take
all action  necessary  to at all times have  authorized,  and  reserved  for the
purpose of issuance, a sufficient number of shares of Common Stock to effect the
conversion of the Note.

            (l) The Company  has  complied  and will comply with all  applicable
federal and state  securities  laws in connection  with the offer,  issuance and
sale of the Note and the Conversion  Shares  hereunder.  Neither the Company nor
anyone acting on its behalf, directly or indirectly,  has or will sell, offer to
sell or solicit offers to buy any of the Securities,  or similar  securities to,
or solicit  offers with  respect  thereto  from,  or enter into any  preliminary
conversations or negotiations relating thereto with, any person, or has taken or
will  take  any  action  so as to  bring  the  issuance  and  sale of any of the
Securities  under  the  registration   provisions  of  the  Securities  Act  and
applicable state securities laws. Neither the Company nor any of its affiliates,
nor any person acting on its or their behalf, has engaged in any form of general
solicitation  or general  advertising  (within the meaning of Regulation D under
the  Securities  Act)  in  connection  with  the  offer  or  sale  of any of the
Securities.

            (m) The Company  agrees that so long as the Note is  outstanding  or
the Purchaser owns at least 2,000,000  shares of Common Stock on a fully diluted
basis,  the Purchaser  shall have the right to nominate or appoint an individual
to serve as an observer of the Company's board of directors.

      4. CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO SELL THE NOTE.
The  obligation  hereunder  of the  Company  to  issue  and sell the Note to the
Purchaser  is subject to the  satisfaction  or waiver,  at or before the Closing
Date, of each of the  conditions set forth below.  These  conditions are for the
Company's  sole benefit and may be waived by the Company at any time in its sole
discretion.

            (a) The Purchaser shall have executed and delivered this Agreement.

                                      -5-
<PAGE>

            (b) The Purchaser  shall have  performed,  satisfied and complied in
all material respects with all covenants,  agreements and conditions required by
the  Transaction  Documents to be  performed,  satisfied or complied with by the
Purchaser at or prior to the Closing Date.

            (c) The  representations  and  warranties of the Purchaser  shall be
true and correct in all material respects as of the date when made and as of the
Closing  Date as  though  made at that  time,  except  for  representations  and
warranties that are expressly made as of a particular  date, which shall be true
and correct in all material respects as of such date.

            (d) At the Closing Date, upon receipt of the Transaction  Documents,
the Purchaser shall have delivered to the Company immediately available funds as
payment in full of the Purchase Price for the Note.

      5. CONDITIONS PRECEDENT TO THE OBLIGATION OF THE PURCHASER TO PURCHASE THE
Note. The obligation  hereunder of the Purchaser to acquire and pay for the Note
is subject to the satisfaction or waiver, at or before the Closing Date, of each
of the conditions set forth below. These conditions are for the Purchaser's sole
benefit and may be waived by the Purchaser at any time in its sole discretion.

            (a) The Company shall have  executed and  delivered  the Note,  this
Agreement and any other Transaction Document.

            (b) The Company shall have performed,  satisfied and complied in all
material respects with all covenants,  agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by the Company
at or prior to the Closing Date.

            (c) Each of the  representations and warranties of the Company shall
be true and correct in all material  respects as of the date when made and as of
the Closing  Date as though made at that time  (except for  representations  and
warranties that speak as of a particular date),  which shall be true and correct
in all material respects as of such date.

            (d) No  statute,  regulation,  executive  order,  decree,  ruling or
injunction  shall have been  enacted,  entered,  promulgated  or endorsed by any
court or governmental  authority of competent  jurisdiction  which prohibits the
consummation  of any of the  transactions  contemplated  by this Agreement at or
prior to the Closing Date.

            (e) As of the Closing Date, no action,  suit or proceeding before or
by any court or  governmental  agency or body,  domestic  or  foreign,  shall be
pending  against or  affecting  the  Company,  or any of its  properties,  which
questions  the  validity  of  the  Agreement,  the  Note,  or  the  transactions
contemplated  thereby or any action taken or to be take pursuant thereto.  As of
the Closing Date, no action, suit, claim or proceeding before or by any court or
governmental  agency or body,  domestic or foreign,  shall be pending against or
affecting the Company, or any of its properties, which, if adversely determined,
is reasonably likely to result in a Material Adverse Effect.

                                      -6-
<PAGE>

            (f) No Material  Adverse Effect shall have occurred at or before the
Closing Date.

            (g) The Company  shall have  delivered  on the  Closing  Date to the
Purchaser a secretary's certificate, dated as of the Closing Date, as to (i) the
resolutions  of  the  board  of  directors  of  the  Company   authorizing   the
transactions  contemplated by this Agreement,  (ii) the  Certificate,  (iii) the
Bylaws, each as in effect at the Closing,  and (iv) the authority and incumbency
of the officers of the Company executing this Agreement and the Note.

            (h)  The   Purchaser   shall  have   received  a  legal  opinion  in
substantially the form annexed hereto as Exhibit C as of the Closing Date.

      6. LEGEND.  Each Note and certificate  representing the Conversion  Shares
shall be stamped  or  otherwise  imprinted  with a legend  substantially  in the
following  form  (in  addition  to  any  legend  required  by  applicable  state
securities or "blue sky" laws): "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE
(THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR PETCARE TELEVISION  NETWORK,  INC.
SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT  REGISTRATION  OF SUCH SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED."  The Company agrees to reissue the Note and  certificates
representing  the  Conversion  Shares,  without the legend set forth above if at
such time,  prior to making any  transfer  of any such  Securities,  such holder
thereof shall give written notice to the Company describing the manner and terms
of such  transfer  and  removal as the  Company  may  reasonably  request.  Such
proposed  transfer will not be effected until: (a) the Company has notified such
holder that either (i) in the opinion of its counsel,  the  registration  of the
Note or Conversion Shares under the Securities Act is not required in connection
with  such  proposed  transfer;  or  (ii) a  registration  statement  under  the
Securities Act covering such proposed  disposition has been filed by the Company
with the Securities and Exchange  Commission and has become  effective under the
Securities Act; and (b) the Company has notified such holder that either: (i) in
the  opinion  of its  counsel,  the  registration  or  qualification  under  the
securities  or "blue sky" laws of any state is not required in  connection  with
such proposed  disposition,  or (ii) compliance with applicable state securities
or "blue sky" laws has been  effected.  The Company will use its best efforts to
respond to any such  notice from a holder  within five (5) days.  In the case of
any proposed  transfer  under this  Section 6, the Company  will use  reasonable
efforts to comply with any such applicable  state securities or "blue sky" laws,
but shall in no event be required,  in  connection  therewith,  to qualify to do
business in any state where it is not then  qualified or to take any action that
would subject it to tax or to the general  service of process in any state where
it is not then subject. The restrictions on transfer contained in this Section 6
shall be in addition to, and not by way of limitation of, any other restrictions
on transfer contained in any other section of this Agreement.

      7. FEES AND  EXPENSES.  Each party shall pay the fees and  expenses of its
advisors,  counsel,  accountants  and  other  experts,  if any,  and  all  other
expenses,  incurred  by such party

                                      -7-
<PAGE>

incident to the negotiation, preparation, execution, delivery and performance of
this  Agreement,  provided,  however,  that the Company shall pay (i) all actual
attorneys'  fees and expenses  (exclusive  of  disbursements  and  out-of-pocket
expenses)  incurred  by the  Purchaser  up to  $20,000  in  connection  with the
preparation, negotiation, execution and delivery of this Agreement, the Note and
the transactions  contemplated  thereunder and (ii) the costs of any amendments,
modifications  or waivers of this Agreement,  the Note or any other  Transaction
Document.

      8. INDEMNIFICATION.

            (a) The Company  hereby  agrees to indemnify  and hold  harmless the
Purchaser  and its  officers,  directors,  shareholders,  employees,  agents and
attorneys  against  any  and  all  losses,  claims,  damages,   liabilities  and
reasonable  expenses  (collectively  "Claims")  incurred  by each such person in
connection  with  defending or  investigating  any such  Claims,  whether or not
resulting in any liability to such person,  to which any such indemnified  party
may become  subject,  insofar as such Claims  arise out of or are based upon any
breach of any  representation  or warranty or  agreement  made by the Company in
this Agreement.

            (b) The  Purchaser  hereby agrees to indemnify and hold harmless the
Company  and  its  officers,  directors,  shareholders,  employees,  agents  and
attorneys against any and all losses, claims, damages,  liabilities and expenses
incurred by each such person in connection with defending or  investigating  any
such claims or  liabilities,  whether or not  resulting in any liability to such
person,  to which  any such  indemnified  party  may  become  subject  under the
Securities Act, or under any other statute, at common law or otherwise,  insofar
as such  Claims  arise  out of or are based  upon (i) any  untrue  statement  or
alleged  untrue  statement of a material  fact made by the  Purchaser,  (ii) any
omission or alleged omission of a material fact with respect to the Purchaser or
(iii) any  breach  of any  representation,  warranty  or  agreement  made by the
Purchaser in this Agreement.

      9.  GOVERNING  LAW;  CONSENT  TO  JURISDICTION.  This  Agreement  shall be
governed by and interpreted in accordance with the laws of the State of New York
without giving effect to the rules  governing the conflicts of laws. Each of the
parties  consents to the  exclusive  jurisdiction  of the Federal  courts  whose
districts  encompass  any part of the County of New York  located in the City of
New York in connection  with any dispute arising under this Agreement and hereby
waives,  to the maximum extent  permitted by law, any  objection,  including any
objection based on forum non conveniens,  to the bringing of any such proceeding
in such  jurisdictions.  Each party  waives  its right to a trial by jury.  Each
party to this  Agreement  irrevocably  consents to the service of process in any
such  proceeding  by the mailing of copies  thereof by  registered  or certified
mail,  postage prepaid,  to such party at its address set forth herein.  Nothing
herein shall affect the right of any party to serve  process in any other manner
permitted by law.

      10.  NOTICES.  All  notices  and  other  communications  provided  for  or
permitted hereunder shall be made in writing by hand delivery, express overnight
courier,  registered  first class mail, or telecopier  (provided that any notice
sent by  telecopier  shall be confirmed by other means  pursuant to this Section
10),  initially to the address set forth  below,  and  thereafter  at such other
address,  notice of which is given in  accordance  with the  provisions  of this
Section.

                                      -8-
<PAGE>

                  (a)   if to the Company:

                        PetCARE Television Network, Inc.
                        8406 Benjamin Road, Suite C
                        Tampa, Florida 33634
                        Attention: Philip M. Cohen, President and Chief
                        Executive Officer

                        Tel. No.: (813) 888-7330 Fax No.: (813) 888-7375

                        with a copy to:

                        Sommer & Schneider, LLP
                        595 Stewart Avenue, Suite 710
                        Garden City, New York 11530
                        Attention: Joel Schneider
                        Tel. No.: (516) 228-8181
                        Fax No.:  (516) 228-8211

                  (b)   if to the Purchaser:

                        At the address of the  Purchaser  set forth on Exhibit A
                        to this Agreement.

                        with a copy to:

                        Jenkens & Gilchrist Parker Chapin LLP
                        The Chrysler Building
                        405 Lexington Avenue
                        New York, New York 10174
                        Attention:  Christopher S. Auguste
                        Tel. No.: (212) 704-6000
                        Fax No.: (212) 704-6288

      All such  notices  and  communications  shall be  deemed to have been duly
given:  when  delivered  by hand,  if  personally  delivered;  when  receipt  is
acknowledged,  if  telecopied;  or when actually  received or refused if sent by
other means.

      11. ENTIRE AGREEMENT.  This Agreement,  the Note and any other Transaction
Document  constitute the entire  understanding and agreement of the parties with
respect  to  the  subject   matter  hereof  and   supersedes  all  prior  and/or
contemporaneous  oral or written proposals or agreements relating thereto all of
which are merged  herein.  This  Agreement  may not be amended or any  provision
hereof waived in whole or in part,  except by a written amendment signed by both
of the parties.

                                      -9-
<PAGE>

      12.  COUNTERPARTS.  This Agreement may be executed by facsimile  signature
and in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                   [end of page]

                                      -10-
<PAGE>

      IN WITNESS  WHEREOF,  this  Agreement  was duly executed on the date first
written above.


                                    PETCARE TELEVISION NETWORK, INC.



                                    By: s/Philip M. Cohen
                                       ---------------------------------
                                       Name:  Philip M. Cohen
                                       Title: President and Chief Executive
                                                Officer


                                    PURCHASER:



                                    By: s/Shad L. Stastney
                                       ---------------------------------
                                       Name:  Shad L. Stastney
                                       Title: Managing Director and Chief
                                                Operating Officer

                                      -11
<PAGE>

                                   EXHIBIT A
                                   PURCHASER

      NAMES AND ADDRESS                                     DOLLAR AMOUNT
      OF PURCHASER                                          OF INVESTMENT

      Victus Capital, LP                                    $1,000,000
      25 East 78th Street
      New York, New York 10021
      Attention:  Shad Stastney
      Tel. No.: (212) 452-9000
      Fax No.: (212) 988-3835

                                      -12-
<PAGE>

                                   EXHIBIT B
                                  FORM OF NOTE

                                      -13-
<PAGE>

                                   EXHIBIT C
                                FORM OF OPINION

      1. The Company is a corporation duly incorporated, validly existing and in
good  standing  under the laws of the  State of  Florida  and has the  requisite
corporate  power to own,  lease and operate its  properties  and assets,  and to
carry on its business as presently conducted. The Company is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the failure to so qualify would have a Material Adverse Effect.

      2. The Company has the  requisite  corporate  power and authority to enter
into and perform its obligations  under the  Transaction  Documents and to issue
the  Securities.  The execution,  delivery and  performance  of the  Transaction
Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  thereby  have been duly and validly  authorized  by all  necessary
corporate  action and no further consent or  authorization of the Company or its
Board of  Directors  is  required.  The  Transaction  Documents  have  been duly
executed  and  delivered,  and the Note  has  been  duly  executed,  issued  and
delivered  by the Company and each  Transaction  Document  constitutes  a legal,
valid and binding obligation of the Company  enforceable  against the Company in
accordance with its respective  terms. The Conversion  Shares are not subject to
any preemptive rights under the Certificate of Incorporation or the Bylaws.

      3. The Note has been duly authorized  and, when delivered  against payment
in full as provided  in the  Purchase  Agreement,  will be validly  issued.  The
Conversion  Shares have been duly  authorized  for issuance,  and when delivered
upon  conversion  or against  payment in full as provided  in the Note,  will be
validly issued, fully paid and nonassessable.

      4. The execution,  delivery and  performance  of and  compliance  with the
terms of the Transaction Documents and the issuance of the Securities do not (a)
violate any provision of the Certificate of Incorporation or Bylaws,  (b) to our
knowledge,  after due inquiry,  conflict  with,  or  constitute a default (or an
event which with notice or lapse of time or both would become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation of, any material  agreement,  mortgage,  deed of trust,  indenture,
note,  bond,  license,  lease  agreement,  instrument or obligation to which the
Company  is a party and which is known to us,  (c) to our  knowledge,  after due
inquiry,  create or impose a lien,  charge or encumbrance on any property of the
Company under any agreement or any  commitment  known to us to which the Company
is a party or by which the  Company  is bound or by which any of its  respective
properties  or assets are bound,  or (d) result in a violation  of any  Federal,
state, local or foreign statute, rule, regulation,  order, judgment,  injunction
or  decree  (including  Federal  and  state  securities  laws  and  regulations)
applicable  to the  Company or by which any  property or asset of the Company is
bound or  affected,  except,  in all cases  other than  violations  pursuant  to
clauses  (a)  and  (d)  above,  for  such  conflicts,   default,   terminations,
amendments,   acceleration,   cancellations   and   violations   as  would  not,
individually or in the aggregate, have a Material Adverse Effect.

      5. No consent, approval or authorization of or designation, declaration or
filing with any  governmental  authority  on the part of the Company is required
under  Federal,  state or local

                                      -14-
<PAGE>

law, rule or regulation in  connection  with the valid  execution,  delivery and
performance of the Transaction Documents,  or the offer, sale or issuance of the
Note or the Conversion Shares.

      6. To our knowledge,  there is no action,  suit,  claim,  investigation or
proceeding  pending or  threatened  against  the  Company  which  questions  the
validity of the Purchase Agreement or the transactions  contemplated  thereby or
any action  taken or to be taken  pursuant  thereto.  There is no action,  suit,
claim,  investigation or proceeding  pending,  or to our knowledge,  threatened,
against or involving  the Company or any of its  properties or assets and which,
if adversely  determined,  is reasonably  likely to result in a Material Adverse
Effect.  There are no  outstanding  orders,  judgments,  injunctions,  awards or
decrees of any court,  arbitrator or governmental or regulatory body against the
Company or any officers or directors of the Company in their capacities as such.

      7.  Conditioned  on the accuracy of the  Purchaser's  representations  and
warranties contained in the Purchase Agreement,  the offer, issuance and sale of
the Note and the offer,  issuance and sale of the Conversion  Shares pursuant to
the  Purchase  Agreement  and the  Note,  as  applicable,  are  exempt  from the
registration requirements of the Securities Act of 1933, as amended.

                                      -15-